Sentara Enterprises and Subsidiary

“The organization's officers and directors serve together on the boards of other organizations in which sentara health or its subsidiaries have an ownership interest. See schedule r for a listing of such entities.”

“The organization's sole member was sentara health, a virginia nonstock corporation and 501(c)(3) tax exempt entity.”

“The board of directors, which served as the organization's governing body, was elected by its sole member, sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system.”

“As sole member, sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent, has the following reserved powers over certain governance decisions of the organization: the right to elect and remove members of the organization's governing body; approve any alteration, amendment or repeal of its governing documents; approve the annual operating and capital budget and all formal long-range plans; approve any single capital expenditure exceeding $1 million; approve all borrowing or indebtedness which in any one transaction or related series of transactions exceeds $500,000; approve any plan of merger or consolidation, any sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the organization, the voluntary dissolution of the organization, or revocation of voluntary dissolution proceedings; review the books and records, conduct audits, and approve the selection of auditors chosen to conduct audits of the organization; and approve the creation or acquisition of any subsidiary of the organization, or the creation of any other corporation of which the organization is to be a member, and to approve any dissolution or other change in any such legal relationship previously approved by sentara health.”

“The organization was part of the sentara health system ("the system"), and as such, used the system's in-house tax department, headed by a licensed certified public accountant, to both prepare and review its form 990. During the preparation and review process, the tax department worked closely with other system departments, such as legal, compensation and benefits, compliance, finance, and marketing, to ensure that a complete and accurate return was filed. The parent of the system is sentara health, a virginia nonstock corporation and 501(c)(3) tax exempt entity.”

“Directors, board-nominated officers, and key employees are requested to submit an annual conflict of interest questionnaire and certify the completion and accuracy of the information disclosed. Additionally, each organization's governing board or appropriate body monitors transactions involving disclosed potential conflicts of interest.”

“As part of the sentara health system ("the system"), the organization followed processes and procedures set forth in its governing documents to ensure compliance with its obligations as a 501(c)(3) healthcare organization to pay disqualified persons reasonable compensation. Such processes and procedures are intended to establish the rebuttable presumption of reasonableness under the internal revenue code section 4958 regulations. The compensation philosophy of the organization is to base overall compensation and benefits for executives on not-for-profit market comparables, taking into consideration the individual skills, experience, tenure and performance of the executive being compensated and overall performance of the organization. In line with this philosophy, the organization performed substantial due diligence as to market comparables. The compensation committee, which consists of independent board members without conflicts of interest, engaged an outside consultant, who reports to the compensation committee, to conduct a study assessing the competitiveness of total compensation (including cash compensation, benefits and perquisites) of its senior executives prior to making decisions regarding annual base salary adjustments, approving incentive awards, or considering programmatic changes. The study compared the compensation of the organization's senior executives to compensation data from published survey sources based on each senior executive's functional responsibility. In conducting the study, the consultant targeted other not-for-profit health systems of similar size based on net revenue and complexity. For health plan positions, health plans with similar premiums, or members, were targeted. The consultant also conducts a review of the organization's performance every year. The most recent study compared sentara's performance to 26 not-for-profit healthcare systems, and 37 independent and integrated delivery system-owned health plans based on net revenue growth, operating margin, various clinical quality metrics and patient satisfaction. Overall, the consultant determined that sentara's pay was aligned with its relative performance. The compensation study was presented to the organization's compensation committee, which made its compensation decisions based on a) its review and analysis of the performance of both the organization and its senior executives and, b) a reasonableness of compensation analysis and opinion from an external expert in the compensation of executives in the tax-exempt health care field. The committee's bases for its decisions were documented in committee minutes taken during the meetings and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of independent board members without conflict of interests. This process was used to establish compensation for the organization's secretary and treasurer. The secretary and treasurer also served as executive vice president and clo, and executive vice president and cfo of the system, respectively. The process was last undertaken during the current tax year for the positions listed. The outside market study described above was also used to establish compensation for the organization's chairman and president. The president is considered the top management official of the organization. Results were presented to the president and ceo of the system for review and approval rather than the system's compensation committee.”

“The consolidated financial statements for sentara health and subsidiaries were made publicly available through the use of dac bond (disclosure dissemination agent) and can be found on the internet at www.dacbond.com. The organization's governing documents and conflicts of interest policy are generally not made available to the public.”

“The board of directors is elected annually by sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system. The governing board of sentara health is a community-based board comprised of 16 voting members, 15 of which are considered independent, as defined in the form 990 instructions.”

“Sentara enterprises provides a wide range of services for recovering, disabled or chronically ill persons in need of skilled nursing, private duty nursing, rehabilitation services (i.e., physical therapy, occupational therapy and speech therapy), infusion services, or companion services. Sentara home care services also offers specialty programs in mental health, high-risk obstetrical care, high-risk newborn care, asthma, diabetes and pediatrics. All services are provided to the community regardless of race, creed, sex, national origin, handicap, age or ability to pay. The cost of uncompensated care provided by sentara enterprises to the community during 2023 was over $4 million.”

“Sentara health i. Sentara health your not-for-profit healthcare partner sentara health celebrates more than 135 years in pursuit of its mission "we improve health every day." sentara is one of the largest health systems in the u.s. Mid-atlantic and southeast, and among the top 20 largest not-for-profit integrated health systems in the country. Sentara has more than 32,000 employees (including 1,300 physicians and advanced practice providers), 12 hospitals in virginia and northeastern north carolina, and the sentara health plans division, which serves 1.2m members in virginia and florida. Sentara is recognized nationally for clinical quality and safety and is strategically focused on innovation and creating an extraordinary health care experience for our patients and members. Sentara has a level i trauma center, two level iii trauma centers, the sentara heart hospital, the sentara health research center, the sentara brock cancer center, the accredited sentara cancer network, the sentara college of health sciences, and two orthopedic hospitals. Sentara also includes a medical group, nightingale regional air ambulance, home care, ambulatory outpatient campuses, advanced imaging and diagnostic centers, and a clinically integrated network. In 2023, sentara announced the next evolution of the brand, changing from sentara healthcare to sentara health. We also retired the optima health and virginia premier brands, unifying the plans under one brand sentara health plans. The new name reflects our enhanced focus on promoting the overall health and well-being of our consumers, patients, members, and communities who are at the center of everything we do. This change also represents the deepening alignment between our healthcare services and health plans. Efforts are centered on making the consumer experience simple, seamless, personal, and more affordable, and adding value to the communities we serve. We strive to serve all our communities through health outreach programs, education, and financial support for other not-for-profit organizations with similar health missions. As an integrated delivery network (idn), sentara provides both health care services (hospitals, clinics, providers) and health insurance plans, which enables sentara to fully understand and deliver on the needs of our consumers in a unique and insightful way. Additionally, serving as an idn provides us with the opportunity to impact and lift our communities given the comprehensive nature of our ability to deliver care and resources within the walls of our care sites as well as deep within the community. Ii. Commitment to the community sentara has provided much in the way of community benefit and charity care on an annual basis. The 2023 value of community benefit totaled $294 million. Sentara provided $164 million in net uncompensated patient care costs; $70 million in teaching & training of healthcare professionals; $47.4 million in community giving; and $12.7 million in health & prevention programs. Sentara employees contributed nearly $2.3 million through direct contribution and employee matching to united way. A. Sentara community care was created to transform the healthcare delivery system for our communities with the greatest need for care. This innovative model of care integrates primary care and behavioral health services and focuses on addressing the root factors that greatly influence a person's health and well-being beyond the care that we deliver inside of our medical facilities. I. As part of the sentara community care program, sentara partnered with harrisonburg city public schools in harrisonburg, va to provide primary care services, behavioral health services, school entry physicals, and vaccinations to uninsured and medicaid students. Sentara also is providing additional health and wellness services in harrisonburg and surrounding rural counties in a more flexible and convenient format via a sentara mobile care vehicle. Ii. Sentara celebrated the launch”

“C. In support of improving the public health of our communities, sentara began negotiating an updated affiliation agreement to reflect long-term support of the future old dominion university and eastern virginia medical school integration. Sentara also continued its support of old dominion university, norfolk state university and eastern virginia medical school in their o.n.e. School of public health initiative, which will establish a new joint school of public health. D. A new program, called the sentara opioid bridge to recovery, provides a new pathway for patients with opioid use disorder to connect with outpatient treatment programs. Emergency department (ed) physicians and other providers licensed to prescribe narcotics are now able to prescribe buprenorphine, and ed staff make appointments with local therapy programs and community services boards (csbs) before patients leave the ed. For patients seen after hours, local csbs, behavioral health navigators with sentara health plans, and other providers receive secure patient information electronically and follow up the next business day. E. Sentara has long been committed to providing health and prevention services to the communities we serve through many channels including the sentara health & preventive services organization within sentara. Sentara continued to offer programs such as eating for life, moveabout, health habits, healthy you, meditation, tai chi and yoga. Additionally, monthly webinars on health topics and biometric screening services were offered in various regions. F. Sentara organizes and hosts numerous community events aimed at raising awareness about crucial health issues aligned with key awareness months. Throughout the year, we prioritize at least six essential areas of awareness across our communities, including promoting heart and vascular health, advocating for colon cancer prevention, raising awareness about stroke prevention, and facilitating screenings for the early detection of prostate, breast, and lung cancer. G. Through our foresight violence intervention program, sentara norfolk general hospital continued to utilize grant funding that supports community health workers to provide case management services for survivors of gun violence, assaults and stabbings admitted to the trauma service or discharged from the emergency department. The purpose of the program is to assist survivors of violence, assess their social determinants of health and based on the results, develop an intervention plan. The goal is to provide skills and knowledge to aid the individual and family to improve the quality of their lives. Iii. Commitment to our team members a. Directly investing in our colleagues remains a top priority. I. Nearly all of our employees received pay increases through a merit and/or market adjustment. Ii. We contributed $80m in retirement savings matches and were able to provide our team members with a year-end bonus totaling $17m. Iii. We spent just over $40m on some of our new and key benefits, including student debt repayment matching, tuition reimbursement, floating paid annual leave (pal) day and parental leave. B. We added more than 8,500 new people to our team, and we are seeing great improvements in our retention efforts. Total turnover in 2023 was 14.6% compared to the industry average of 22.7%. Nursing turnover experienced a 1.3% reduction from 2022 and is still far below the industry average of 22.5%. C. Sentara continued the focus on the important work of diversity in our workforce to deepen our understanding of caring for our diverse patient population and to develop strong relationships with diverse community populations. We continue the work of the diversity and inclusion councils at all 12 hospitals to develop new diversity and inclusion components and education for all team members. D. Sentara established our first three employee resource groups (ergs): women in the workplace, generations in the workplace, and african american (bl”

“I. Sentara dedicated a new mother baby unit at sentara norfolk general hospital in norfolk, va. The $6 million modernization project will increase the unit from 21 beds to 34 beds. Each patient room provides a private bathroom with shower and more floor space for hospital beds and bassinettes. This latest move follows a previous expansion and modernization of the neo-natal intensive care unit. When the current construction project is complete, the hospital will have invested more than $20 million improving women's services and all aspects of women's health will be located on the same floor. J. Sentara expanded cancer screenings to underserved communities within a 2-hour driving radius of norfolk, va with a new 3d mammography van. The 3d mammography van brings the same state of the art technology that a patient would receive in a sentara facility into our communities. The sentara cancer network will use results from our ongoing sentara community health needs assessments to determine where the 3d mammography van can provide the most impactful care. Sentara will also focus on partnering with community organizations and local businesses to provide convenient screenings for employees. K. Sentara northern virginia medical center in woodbridge, va announced that its 3d mammography van will begin visiting communities throughout its service area. Sentara northern virginia medical center also expanded its mobile pet/ct program, doubling the availability of the mobile pet/ct unit each month. L. Sentara invested $6 million to expand the family maternity center at sentara leigh hospital in norfolk, va. The expansion project adds 13 private postpartum family rooms, growing the family maternity center to 41 total beds to meet the needs of our patients and community. Sentara leigh hospital safely delivers one of the highest numbers of newborns throughout all of hampton roads and is among the top 10 busiest labor & delivery units in virginia. M. Sentara announced a $70 million investment to construct a new acute care hospital to replace the current sentara halifax regional hospital. The new hospital, scheduled for completion in 2025-2026, will have a high-efficiency, patient-centric layout representing the trend toward preventive care, outpatient services and shorter hospital stays. N. Sentara cut the ribbon on an 80,000-square-foot medical office building (mob) on the 135-acre sentara albemarle regional health campus in elizabeth city, nc. The campus includes an 80-bed hospital under construction and three acres for the pasquotank/camden ems program to build a new station. The $200 million campus is the largest construction project in the region since the current hospital opened more than 60 years ago. I. The mob will consolidate cancer services under the name sentara cancer care center. The center will include a state-of-the-art linear accelerator for radiation oncology and stereotactic radiosurgery, plus chemotherapy and supportive patient services. Ii. The mob will also house a sentara family medicine practice and cardiac rehabilitation program. Other practices connected to the current hospital will move into the mob when the new hospital opens in 2025. Plans call for a digital hub connecting patients virtually with sentara medical specialists in the hampton roads, virginia area. O. Sentara medical group opened the following new practices: i. Sentara midwifery specialists in hampton, va ii. Sentara family medicine physicians in chesapeake, va iii. Sentara endocrinology specialists in chesapeake, va iv. Sentara breast surgery specialists in charlottesville, va v. Sentara urology specialists in charlottesville, va vi. Sentara obstetrics and gynecology specialists in charlottesville, va vii. Sentara family medicine physicians in lorton, va viii. The center for plastic surgery at sentara fort norfolk in norfolk,va p. Sentara therapy services opened or expanded the following practices: i. Sentara pediatric therapy in virginia beach, va ii. Sent”

“Vii. Expanding research opportunities a. The sentara health research center provides scientific, administrative, and regulatory support for research conducted across sentara and in our communities. Located in one of the most culturally diverse regions of the united states, sentara health research center serves as a premier research partner. Sentara is utilizing the research capability and scope of our healthcare system to advance health throughout the communities we serve. B. In 2023, the sentara health research center developed the sentara outcomes research center, further enabling original research that addresses issues in the communities that we serve. The sentara outcomes research center is committed to improving quality, accountability and most importantly improving the health of our community. C. Sentara, in partnership with yale, massachusetts general hospital and houston methodist, was awarded a $3.4 million dollar grant by the patient centered outcomes research center (pcori) to study hypertension in our underserved populations. The study is over 5 years and has enormous opportunity to better understand our community related to hypertension and how to better care for those individuals. D. Sentara became a founding member of the virginia coordinated clinical research network (vccrn), which was established with initial support from the virginia general assembly. Vccrn is a coalition of health care systems, institutions of higher education, and other organizations. Its mission is to strengthen collaboration among clinical, academic, and biotechnology and life sciences organizations to accelerate clinical research and trials across the commonwealth to address health disparities, improve outcomes, and support economic growth. E. Sentara created a new dedicated chief academic officer position, which has oversight over sentara's research initiatives, participation in and support of academic training programs, and continuing medical education (cme) activities. Viii. Quality, patient safety, and community distinctions and awards as always, sentara is proud and humbled by the various awards and recognitions the company received over the course of the year. Our mission is "we improve health every day". To receive an award is simply an added acknowledgement of our mission-driven work. Here are a few of the 2023 awards and recognitions: a. Sentara remained in the top quartile for clinical quality and safety performance against our integrated delivery network (idn) peers. B. Sentara is in the top 10% of idns/peer organizations when it comes to ed throughput, standardized infection ratio, medicare spend per beneficiary (mspb), individual medical loss ratio (mlr), and commercial ncqa customer satisfaction. We rank top quartile for complications, mortality, large group mlr, and medicaid ncqa customer satisfaction. C. Sentara was named among "the best employers for veterans" by forbes in 2023. This is the second year in a row sentara has received this recognition. D. Two sentara project teams and two sentara team members were honored with 2023 "health care heroes" awards by inside business in the following categories: i. Community service ii. Corporate achievement in health care iii. Health care scientist iv. Nurse: innovator e. Sentara was once again acknowledged as the leading company in the annual "generous virginians" report published by virginia business magazine for the 4th year in a row. F. Sentara college of health sciences won the "best of coastal virginia" magazine's readers' poll for the seventh consecutive year and in three categories: best private college/university, best technical school, and best specialty school. The college has been selected as one of the "2023 great colleges to work for" by modernthink, with designation as an "honor roll institution" by excelling in all 10 categories measured in the survey. G. Four sentara hospitals were recognized by u.s. News & world report as among the best hospitals in virginia fo”

“Sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system, maintains an agency relationship with the organization and issues all 1099s on its behalf. The number reported is a best estimate of the 1099s attributable to the organization. The exact number cannot be determined; as some of the 1099s issued by the agent are attributable to more than one entity, and there is no reporting mechanism to determine 1099's attributable solely to the organization.”

“Book reclass of intercompany account balances to equity 23,618,445. Partnership book tax difference -7,664.”